Financial Institutions Corporate Guard Directors and Officers Liability

The Insurance Covers under this policy are afforded for Claims first made against an Insured during the Policy Period and reported to the Insurer as required by this policy.

In consideration of the payment of the premium the Policyholder and the Insurer agree as follows:

1.1 Management Liability

The Insurer will:

pay to or on behalf of each Insured Person any Loss except to the extent that the Insured Person has been indemnified by the Company for the Loss
reimburse the Company for any Loss for which it has indemnified an Insured Person.

1.2 Special Excess Protection for Non-Executive Directors

The Insurer will pay the Non-Indemnifiable Loss of each and every Non-Executive Director, up to the Per Non-Executive Director Special Excess Limit, when:

the Limit of Liability
other applicable management liability insurance
other indemnification for loss

The Insurer’s liability under this Insurance Cover for all Non-Executive Directors is subject to the Non-Executive Director Special Excess Aggregate Limit.

1.3 Company Securities

The Insurer is going to pay the Loss of each Company arising from a Securities Claim.

1.4 Investigation

The Insurer will pay the Investigation Costs of each Insured Person arising from an Investigation. The Insurer will also pay the Pre-Investigation Costs of each Insured Person arising from a Regulatory Crisis Event.

The Insurer will:

pay to or on behalf of each Outside Entity Director any Loss except to the extent that the Outside Entity Director has been indemnified by the Company for the Loss
reimburse the Company for any Loss for which it has indemnified an Outside Entity Director

1.5 Extradition

The Insurer will pay the Extradition Costs of each Insured Person

2. Expenses and costs

2.1 Crisis Containment

The Insurer will pay the reasonable fees, costs and expenses of the external crisis management service for a period of up to 30 days.

2.2 Assets & Liberty

The Insurer will pay the:

Asset and Liberty Expenses
Prosecution Costs
Bail Bond and Civil Bond Premium, of each Insured Person.

2.3 Interpretive Counsel

The term Defense Costs expressly includes reasonable costs and expenses incurred by Insured Persons for counsel within their home jurisdiction to interpret and apply advice received from counsel.

2.4 Public Relations Expenses

The Insurer is going to pay the Public Relations Expenses of each Insured.

3. Claims

3.1 Notification of Claims and Circumstances

The Covers provided under this policy are granted solely with respect to Claims first made against or by an Insured during the Policy Period, or applicable Discovery Period, or accepted as such in accordance with Section 3.3 (‘Related Claims or Circumstances’), only if such Claims have been notified to the Insurer as soon as practicable, after the Policyholder’s Risk Manager or General Counsel (or equivalent position) first becomes aware of such Claim, but in all events no later than either:

during the Policy Period or applicable Discovery Period
within 60 days after the end of the Policy Period or the applicable Discovery Period, as long as notice is given to the Insurer within 60 days after such Claim was first made against an Insured.

Any Insured may, during the Policy Period, notify the Insurer of any circumstance reasonably expected to give rise to a Claim. The notice must include the reasons for anticipating that Claim, and full relevant particulars with respect to dates, the Wrongful Act (if applicable) and the potential Insured and claimant concerned. The details of any other insurance policy which may apply to any Loss covered under this policy shall be reported to the Insurer within a reasonable time of any Claim notification.

3.2 Notification of a Crisis

The Policyholder must notify any Crisis to the Insurer immediately and during the Policy Period. A notice of a Crisis will not satisfy the claims notice requirements of Section 3.1 (‘Notification of Claims and Circumstances’).

3.3 Related Claims or Circumstances

If notice of a Claim or circumstance is given as required by this policy, than any subsequent Claim alleging, arising out of, based upon or attributable to the facts or Wrongful Act alleged in that Claim, or described in that circumstance, shall be deemed to have first been made at the same time as that Claim was first made.

Any Claim or series of Claims arising out of, based upon or attributable to continuous repeated or related acts, errors or omissions, whether or not committed by more than one Insured and whether directed to or affecting one or more person or entity; shall be considered a single Claim for the purposes of this policy.

3.4 Defense & Settlement

All Insureds shall render all reasonable assistance to and cooperate with the Insurer in the investigation, defense, settlement or appeal of a Claim or circumstance, and provide the Insurer with all relevant information pertaining to any Claim or circumstance, as the Insurer may reasonably require. In the event of any Claim, each Insured shall take reasonable steps to reduce or diminish any Loss.

The Insurer shall be entitled to participate fully in the defense and in the negotiation of any settlement that involves or appears reasonably likely to involve the Insurer making payment under the policy.

The Insurer is going to accept as necessary the retention of separate legal representation to the extent required by a material conflict of interest between any Insured Persons.

If a Claim is against an Insured Person by the Company, the Insurer shall have no duty or obligation to communicate with any other Insured Person or the Company in relation to that Claim.

Only those Defense Costs, Investigation Costs, Pre-Investigation Costs, Extradition Costs, Prosecution Costs, and Asset and Liberty Expenses, which have been consented to by the Insurer (which shall not be unreasonably withheld) shall be payable as Loss under this policy. If the Insurer’s prior written consent cannot reasonably be obtained, the Insurer will allow retrospective approval of up to ten percent (10%) of the Limit of Liability.

The applicable Insured or Policyholder shall reimburse the Insurer for any payments which are ultimately determined not to be covered by this policy.

3.5 Consent

The Insured shall not assume or admit any liability, enter into any settlement agreement, or consent to any judgment without the prior written consent (which shall not be unreasonably delayed or withheld) of the Insurer. Only settlements, liabilities, and judgments resulting from Claims defended in accordance with this policy shall be recoverable as a Loss under this policy.

Solely with regards to Pre-Investigation Costs, the Insured shall not be required to receive the Insurer’s consent prior to making any formal written notification to the Unit for Combating Money Laundering (MOKAS), the Cyprus Central Bank, the Cyprus Securities and Exchange Commission (CySec) or principal financial regulator, provided however that, as soon as legally permitted by the Unit for Combating Money Laundering (MOKAS), the Cyprus Central Bank, the Cyprus Securities and Exchange Commission (CySec) or principal financial regulator the Insured shall seek the consent of the Insurer and shall comply with Section 3.4 (Defense & Settlement)

3.6 Allocation

The Insurer will be liable only for Loss to the extent that it arises from a covered Claim. If a Claim involves both covered and uncovered matters or persons under this policy, then the Insured and the Insurer shall use commercially reasonable efforts to determine a fair which take into account the legal and financial exposures, and the relative benefits obtained by the relevant parties.

If the Insurer and the Insured cannot agree on allocation in accordance with this Section 3.6 within 14 days of any allocation issue first notified in writing to the Insured by the Insurer, then they agree to refer the determination to a Senior Counsel, whose decision shall be final and binding on all parties. The Senior Counsel’s expenses in providing such determination will be paid by the Insurer and any such payments will not erode the Limit of Liability.

3.7 Advance Payment of Costs

Except to the extent that the Insurer has denied indemnity, the Insurer will advance Defense Costs, Investigation Costs, Pre-Investigation Costs, Extradition Costs, Prosecution Costs, Asset, and Liberty Expenses. The Insurer may not refuse to advance Defense Costs by reason only that the Insurer has occurred, until such time as the condition to that Exclusion is satisfied.

3.8 Order of Payments

The Insurer is going to pay Loss covered under this policy in the order in which such Loss is presented to the Insurer for payment. Should the Insurer, at its sole and absolute discretion, determine that the Limit of Liability will not be sufficient to cover all such Loss, the Insurer shall pay Loss in the following order:

Loss of Insured Persons where the Company has not indemnified such Insured Person
thereafter, with respect to any remaining balance of the Limit of Liability, the Insurer may request the Policyholder to elect in writing either to stipulate the the amounts and order in which Loss is to be discharged, or to receive such balance to be held on behalf of any Insured who has incurred such Loss.

3.9 Subrogation

In the event of any payment under this policy, the Insurer shall be subrogated to the extent of such payment to all of the Insureds’ rights of recovery, contribution and indemnity and the Insured will provide all reasonable assistance and will do nothing to prejudice such rights. The Insurer will not exercise its rights of subrogation against an Insured Person in connection with a Claim.

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